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Governance

This section has information on our corporate governance, including our Articles of Association, our internal regulations and how we’ve implemented the Banking Code.

Corporate Governance Code

On 8 december 2016 the revised Dutch Corporate Governance Code was published. This Code came into force as of the financial year starting on or after 1 January 2017. Van Lanschot Kempen complies with this Code however, deviates from best practice provision 3.1.2. vi.

An explanation of this deviation can be read in the ‘Corporate Governance’’ chapter on page 90 under “Dutch Corporate Governance Code’ and below in the document “Explanation of the (partial) deviation of best practice provision”.

Information regarding the remuneration policy of the Statutory Board can be found in the ‘Remuneration’ chapter of the annual report 2017.

Articles

Internal regulations

The Compliance department at Van Lanschot Kempen has introduced various rules and regulations which must be observed by management and staff.

Van Lanschot Kempen attaches great importance to integrity and transparency. That is why we take our internal culture, in which (potential) irregularities can be discussed and reported, seriously. Employees should feel free to discuss potential irregularities with colleagues and report these to their manager or the Compliance department. Where employees do not feel free to discuss or report irregularities they can use the whistleblower procedure.

In addition to employees, third parties (e.g. suppliers, intermediaries or non-governmental organisations) can also come across irregularities. These parties can report any irregularity to our Compliance director, email compliance@vanlanschot.com.

Clients can report any irregularity (general, operational or financial) via the separate complaint procedure for clients at vanlanschot.nl, evi.nl and kempen.com.

Internal regulations

Dutch Banking Code

On 1 January 2015 an updated Dutch Banking Code came into effect and replaced the Code that had been in force since 1 January 2010. The Banking Code sets out principles for sound and controlled business operations, corporate governance, risk management policies, audit and remuneration policies.

The Banking Code applies to all activities in the Netherlands performed by Dutch-based banks that are in possession of a banking licence granted by De Nederlandsche Bank (DNB). The Code therefore applies to Van Lanschot N.V., Van Lanschot Kempen’s subsidiary with a banking licence in the Netherlands. Banks that are part of a larger group and that are subject to the Code may apply elements of the Code at the level of the entity at the top of the group; these elements do not have to be applied by individual subsidiaries. Some elements of the Banking Code are therefore applied at the level of Van Lanschot Kempen.

Banking Code

Compliance with the Banking Code

All banks in the Netherlands describe on their websites the ways in which they have applied the Banking Code in the previous year. Where relevant, a bank will state its reasons as to why it has not complied or not fully complied with a provision, in keeping with the ‘comply or explain’ principle.

Van Lanschot N.V. complies with the Banking Code and fully complied with the provisions of the Banking Code in 2017.

The attached document reviews, on an article-by-article basis, how Van Lanschot N.V. applied the Banking Code in 2017.

Implementation by article

Tax policies and tax principles

Our tax policies aim to ensure that the bank complies with tax laws and rules, as well as internal guidelines and codes of conduct. We have drawn up comprehensive policies to prevent objectionable tax practices, which can be found below.